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AMENDMENT TO
CONFIRMATION
THIS AMENDMENT (this “ Amendment ”) is made as
of this 3rd day of April 2007, between Wells Fargo, National
Association (“ Dealer ”) and AMERIGROUP
Corporation (“ Issuer ”).
WHEREAS, Dealer and Issuer are parties to a Confirmation dated as
of March 22, 2007 (the “ Confirmation ”)
relating to Warrants on shares of common stock (par value USD0.01
per share) of Issuer;
WHEREAS, the parties wish to amend the Confirmation on the terms
and conditions set forth in this Amendment;
NOW, THEREFORE, in consideration of their mutual covenants herein
contained, the parties hereto agree as follows:
Section 1. Terms Used but Not Defined Herein . Terms used
but not defined herein shall have the respective meanings given to
them in the Confirmation.
Section 2. Amendment to the Confirmation .
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(a)
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The
“Premium” under the Confirmation shall be
USD25,662,000.
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(b)
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The
“Number of Warrants” under Annex A shall be (i) 122,259
for Components 1 through 36 and (ii) 122,260 for Components 37
through 50.
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Section 3. Representations and Warranties .
Issuer represents and warrants to Dealer as follows:
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(a)
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On the date of
this Amendment, (A) none of Issuer and its officers and directors
is aware of any material nonpublic information regarding Issuer or
the Shares and (B) all reports and other documents filed by Issuer
with the Securities and Exc
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